DOUGLAS DYNAMICS, INC SEC Filings

Douglas Dynamics, Inc. is soliciting proxies for its 2026 annual meeting on April 29, 2026. Stockholders will vote on electing three directors, an advisory say‑on‑pay resolution, ratifying Deloitte & Touche as 2026 auditor, and approving a charter amendment to extend Delaware officer exculpation.

Stockholders of record at the close of business on March 2, 2026, when 23,084,814 common shares were outstanding, are entitled to one vote per share. The board recommends voting for all director nominees and for all three proposals. In 2025, a say‑on‑pay vote received over 95% support, and CEO Mark Van Genderen’s 2025 total compensation was about $3.0 million, including salary, annual bonus and equity awards tied to adjusted operating income, free cash flow, and adjusted EBITDA margin.

Douglas Dynamics, Inc. President & CEO Mark Van Genderen reported a compensation-related share disposition to cover taxes. On March 9, 2026, 4,705 shares of common stock were disposed of at $44.80 per share through tax withholding. Following this transaction, he directly owns 63,113 common shares, indicating he retains a substantial equity stake after the routine tax-related event.

Douglas Dynamics, Inc. Controller Jon J. Sisulak reported an open-market sale of 977 shares of common stock on March 9, 2026, at an average price of $42.6065 per share. After this transaction, he directly holds 14,232 shares.

The filing notes that the sale was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on November 11, 2022, indicating it was scheduled in advance rather than timed discretionarily.

Douglas Dynamics, Inc. EVP & CFO Sarah C. Lauber reported a routine tax-related share disposition. On March 9, 2026, 5,152 shares of common stock were withheld at $44.80 per share to cover tax obligations, described as a “payment of exercise price or tax liability by delivering securities.” After this transaction, she directly owned 88,277 common shares. This event reflects tax withholding rather than an open-market purchase or sale.

Douglas Dynamics, Inc. executive Christopher E. Bernauer, President of Work Truck Attachments, sold 869 shares of common stock in an open-market transaction at an average price of $42.6065 per share. Following this sale, he directly holds 9,243 shares of the company’s common stock.

Douglas Dynamics, Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held on April 29, 2026 with a record date of March 2, 2026. On the Record Date, 23,084,814 shares of common stock were outstanding.

The proxy lists four proposals: election of directors (three nominees), an advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and approval of an amendment to the charter to add officer exculpation. It discloses recent leadership changes: Mark Van Genderen became President and CEO effective March 3, 2025, and Donald W. Sturdivant became Chairman effective April 30, 2025. The proxy also summarizes governance practices, committee compositions, stockholder ownership (several institutional holders >5%), and 2025 executive pay design and outcomes, including a CEO base salary of $700,000 and 2025 annual incentive payouts (e.g., CEO bonus paid at 174.2% of base salary).

Douglas Dynamics director James L. Janik, through the James L. and Susan S. Janik Revocable Trust, made a bona fide gift of 2,000 shares of common stock on February 27, 2026 at a stated price of $0.00 per share.

After this gift transfer, the trust held 116,862 shares indirectly, while Janik also reported 40,136 shares held directly.

Douglas Dynamics, Inc. is North America’s premier manufacturer and upfitter of commercial work truck attachments and equipment, operating through Work Truck Attachments and Work Truck Solutions segments. Products include snowplows, spreaders, truck-mounted cranes, dump hoists, and customized upfitted work trucks.

The company reports an order backlog of $328.0 million as of December 31, 2025 and had 23,084,814 shares of common stock outstanding at February 24, 2026. In 2024 it completed a sale‑leaseback of seven properties with a combined net book value of $21.852 million for gross proceeds of $64.150 million, generating approximately $58.656 million in net cash.

Management highlights strong cash generation, lean manufacturing, a network of about 3,000 Work Truck Attachments points of sale and roughly 2,700 Work Truck Solutions customers, but stresses key risks from snowfall variability, economic cycles, steel and fuel costs, supply‑chain disruptions, climate and ESG pressures, cybersecurity, and leverage, including approximately $144.0 million of senior secured indebtedness as of December 31, 2025.

Douglas Dynamics reported stronger fourth-quarter and full-year 2025 results, led by both Work Truck Attachments and Work Truck Solutions. Full-year net sales rose to $656.1 million from $568.5 million, with gross margin improving to 26.6% and adjusted EBITDA increasing to $97.9 million from $79.3 million.

Adjusted diluted EPS grew to $2.24 from $1.47, while GAAP net income declined to $46.9 million from $56.2 million because 2024 included a roughly $42 million gain from a sale-leaseback. In Q4 2025, net sales reached $184.5 million and adjusted diluted EPS was $0.62, up from $0.39.

Attachments benefited from above-average snowfall and more than 50% growth in parts and accessories demand, while Solutions delivered its fourth consecutive year of significant financial improvement. For 2026, the company guides net sales of $710–$760 million, adjusted EBITDA of $100–$120 million, and adjusted diluted EPS of $2.25–$2.85, assuming average snowfall and stable economic and supply chain conditions.